Proxy Preview 2020 Report

About two-thirds of the 429 shareholder resolutions filed this proxy season deal with political spending, climate change and fair treatment for women on boards and in the workplace, according to a new proxy preview report released Thursday.

Proxy Preview 2020 shows the proposals involve many of the same issues that general counsel have been grappling with. They include corporate political activity at 18%, climate change at 15%, board diversity and oversight at 13%, and workplace diversity at 7%, among others.

The report is a joint project of the Sustainable Investments Institute, which provides impartial analysis to large institutional investors; Proxy Impact, a proxy voting service for sustainable and responsible investors; and As You Sow, a nonprofit group that advocates for environmental and social corporate responsibility.

It goes into more than 80 pages of details on the resolutions. The report was co-authored by Heidi Welsh, founding executive director of the Sustainable Investment Institute, and Michael Passoff, founder and CEO of Proxy Impact.

As expected, Welsh told Corporate Counsel, companies' "spending on elections and lobbying is still the biggest single issue."

She said one significant factor is that support levels for all the environment, social and governance proposals have continued to grow each year. As a result, she added, more companies are reaching agreements with shareholders before voting.

"More proposals are being withdrawn after agreements are reached than are going to a vote," Welsh said, "and that's a really significant shift."

Proponents have already withdrawn more proposals than they had last year at this time—78, compared with 71 in 2019 and 62 in 2018. Withdrawals generally indicate that the proponents and management have reached an agreement.

For example, investment management firm Arjuna Capital was able to reach deals with Mastercard Inc. and Starbucks Corp. over resolutions calling for disclosure of median gender and racial pay equity resolutions, and those resolutions were withdrawn. Citigroup Inc. reached such an agreement in 2019.

Arjuna said other companies considering median gender pay equity resolutions in 2020 include Adobe Inc., Alphabet Inc./Google, Amazon.com Inc., Facebook Inc., Intel Corp., Microsoft Corp., American Express Co., Bank of America Corp., Bank of New York Mellon Corp., JPMorgan Chase & Co., and Wells Fargo & Co.

Arjuna managing partner Natasha Lamb said in a statement, "Median gender and racial pay equity is going to be a major issue in the 2020 shareholder season. … Investors view 'median pay,' 'equal pay,' and 'racial pay' gap disclosures as essential to not only measuring and managing pay equity, but as benchmarks to improved diversity in higher-paying jobs."

Corporate support for climate change has grown, Welsh said, because "the financial community is now seeing climate change as a risk and wants more disclosure" from the companies. "Any in-house corporate lawyer wants to know the risks and how to manage them," she added.

Welsh said one key trend over the "last couple years is the big increase in proposals asking companies to tie the range of sustainability metrics to executive pay, especially bonuses."

That trend holds true this year especially for pharmaceutical companies. "Proponents increasingly want specifics on the company's recipe for compensation," she explained.

The report says the U.S. Securities and Exchange Commission has allowed the omission of 26 proposals so far based on company challenges. Companies have lodged objections to at least 63 more that have yet to be decided.

The shareholder voting in 2020 is being seen as a test of companies' commitment to stakeholder capitalism, which includes customers, employees, suppliers and the community as well as shareholders. The concept was recently endorsed by the Business Roundtable and the World Economic Forum and could impact this year's voting.

"It sure sounds like a new era has dawned," said a statement from Andrew Behar, CEO of As You Sow. "But the 2020 proxy season will test if investors and companies will help define a new economic paradigm or if these endorsements are just empty words."

Behar also indicated that no one knows yet how the cloud of the coronavirus might impact this proxy season. "The coronavirus pandemic is causing border closings and promises to affect supply chains, which may lead to even more economic upheaval, especially for the most vulnerable communities," he said.

Several companies have already withdrawn their 2020 financial guidance statements.

As the spreading pandemic impacts boards of directors, the SEC has advised companies they can change the date and location of meetings as needed, or even hold virtual meetings, so long as proper notifications and filings are made.